Assignor’s Indemnity Clause Samples
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Assignor’s Indemnity. Assignor hereby covenants and agrees upon demand of Assignee to pay and assume liability for, and indemnify, protect, defend, save and keep harmless Assignee and each of its Affiliates and in each such case their respective directors, officers, employees and agents (the "Assignee Indemnitees"), on an After-Tax Basis, from and against any and all Damages which may at any time or from time to time be imposed upon, incurred by or asserted against any of the Assignee Indemnitees in any way relating directly or indirectly to, or arising out of, (i) any inaccuracy or breach of any representation or warranty made by Assignor under this Agreement or any Ancillary Agreement to which it is a party, (ii) the ownership, leasing, use or operation of any Transferred Interest prior to the Effective Time applicable to such Transferred Interest including, without limitation, any obligations relating to the Trust Estate, any of the Operative Agreements or any of the Receivable Agreements relating to such Transferred Interest which arise from acts, omissions, events or circumstances occurring or accruing prior to the Effective Time with respect to such Transferred Interest, but not including any Assumed Liabilities, (iii) the failure of Assignor to perform or observe any of its obligations under this Agreement or any Ancillary Agreement to which it is a party, (iv) any litigation, claim or action brought by a limited partner of Assignor against any Assignee Indemnitee to the extent such litigation, claim or action directly arises out of and relates to the transactions contemplated by this Agreement other than to the extent any litigation, claim or action relates directly or indirectly to, or arises out of, the breach by such Assignee Indemnitee of the terms of this Agreement or any Ancillary Agreement or (v) any Liens set forth on Schedule 5(h) hereto; provided that (a) Assignor shall not be liable for any Damages to the extent that Assignee has a recovery available to it under any insurance policy which was in effect on or prior to the applicable Effective Time; (b) Assignor shall not be liable for any Damages attributable to the gross negligence or willful misconduct of Assignee or its Affiliates; and (c) Assignor shall not be liable for any Damages in excess of the Purchase Price. Notwithstanding the foregoing, Assignor shall be liable pursuant to this Section 13(c) only to the extent that the aggregate cumulative Damages incurred by the Assignee Indemnitees which are req...
Assignor’s Indemnity. Assignor hereby agrees to indemnify, protect, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, losses, costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from any breach or default by Assignor under the terms of the Leases and Contracts arising prior to the Effective Date.
Assignor’s Indemnity. Assignor shall defend, indemnify and hold harmless Assignee, its members, officers, agents, employees and representatives from any loss, cost, liability or expense incurred by Assignee arising out of or resulting from Assignor's breach of the Development Agreement from and after the date of this Assignment, other than any damage or liability based on Assignee's breach or default under the Development Agreement.
Assignor’s Indemnity. The Assignor agrees to indemnify and keep indemnified the Assignee from all liabilities, claims and demands whatsoever arising out of or in connection with the Timber Sale Agreement concerning acts or omissions which occurred prior to the Assignment Date.
Assignor’s Indemnity. Subject to Section 8.6, ASSIGNOR shall RELEASE, INDEMNIFY, DEFEND AND HOLD ASSIGNEE HARMLESS from and against any and all Claims caused by, resulting from or incidental to:
Assignor’s Indemnity. The Assignor ▇▇▇▇▇▇ agrees to indemnify and save harmless the Assignee against and from all actions, suits, costs, losses, damages, charges, and expenses incurred by the Assignee arising out of any breach or non-observance of any of the representations and warranties of the Assignor contained in this Assignment Agreement.
Assignor’s Indemnity. Assignor shall indemnify, defend and hold -------------------- Assignee harmless from any and all claims, losses, damages, liabilities, costs or expenses (including reasonable attorney's fees and costs) (a) arising under the Lease prior to the Effective Date, (b) arising at any time as a result of any occurrence in, on, under or about the Premises prior to the Effective Date, or (c) as a consequence of Assignor's breach of the obligations on its part to be performed under the terms of the Lease prior to the Effective Date, other than, in any case to the extent caused by Assignee or its occupation of the Premises prior to the Effective Date The provisions of this paragraph shall survive the expiration or termination of the Lease and this Assignment.
Assignor’s Indemnity. Assignor shall indemnify, defend, protect and hold harmless Assignee from and against any and all losses, costs (including, without limitation, reasonable attorneys’ fees), claims, liabilities and damages (collectively, “Claims”) arising from or relating to (i) the Premises and/or the Lease which Claims shall have accrued prior to the Effective Date, (ii) any event or condition that shall have occurred or existed on or with respect to the Lease and/or the Premises prior to the Effective Date, and (iii) Assignor’s breach of any of its representations or warranties under this Assignment and/or any obligations on Assignor’s part to be performed under the Lease. The provisions of this paragraph shall survive the expiration or termination of the Lease and this Assignment.
Assignor’s Indemnity. Assign hereby covenants and agrees upon demand of Assignee to pay and assume liability for, and indemnify, protect, defend, save and keep harmless Assignee, on an after-tax basis, from and against any and all liabilities, taxes, fees, duties, charges, withholdings, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against Assignee or any of its Affiliates, successors, agents, servants, representatives, directors or officers in any way relating to, resulting from or arising out of (i) any inaccuracy or breach of any representation or warranty made by Assignor under this Agreement or the Assignment and Assumption Agreement (FAA), (ii) any inaccuracy or breach of any representation or warranty made by Assignor under the Operative Documents in respect of or to the extent attributable to the period prior to the Effective Time on the Closing Date or (iii) any failure by Assignor to have observed or performed any of its obligations under or in connection with the Operative Documents in respect of or to the extent attributable to the period prior to the Effective Time on the Closing Date.
Assignor’s Indemnity. (a) For any matter identified as a Liability (as hereinafter defined) during the period commencing on the Effective Date and terminating twelve (12) months thereafter (the “Indemnity Term”), Assignor, (“Indemnitor”) hereby covenants and agrees to indemnify, defend and hold harmless the Assignee Indemnified Parties (as hereinafter defined) from and against any Damages (as hereinafter defined) any of the Assignee Indemnified Parties shall suffer caused proximately by any liability of Assignor that is a Liability.
(b) Assignee shall be responsible for preparation of the income tax returns for LLC for the period beginning on the Effective Date and continuing thereafter. Assignee hereby covenants and agrees to indemnify and hold harmless the Assignor Indemnified Parties (as hereinafter defined) from and against any Damages (e.g., income tax deficiencies, penalties, interest and additions to tax) any of the Assignor Indemnified Parties shall suffer caused proximately as a result of any Assumed Liabilities and/or the improper (under applicable law) reporting of transactions in the income tax returns for LLC that Assignee will cause to be prepared for all periods following the Effective Date.